Remote Participation and Virtual Shareholder Meetings: The New Best Corporate Practice | Practical Law
The outbreak of 2019 novel coronavirus disease (COVID-19) has enveloped the world. Canada has not been spared. To flatten the curve of the outbreak within the Canadian population, gatherings of people have been limited to small numbers (at first 50 and, in some places, 10). Now, meetings between people outside the same household are discouraged or prohibited. The current best public health practice is to avoid unnecessary meetings of organizations. In response, many Canadian companies have turned to the use of available technology to either limit in-person attendance at their physical shareholder meeting or replace their physical meetings with virtual shareholder meetings. Also, on March 31, 2020, the Ontario government issued O. Reg. 107/20, under the Emergency Management and Civil Protection Act, R.S.O. 1990, c. E-9, to suspend the deadlines for holding annual meetings of Ontario corporations and to ensure that all Ontario corporations have the power to hold meetings of directors and shareholders despite any contrary provisions in the constating documents of the corporation. This Legal Update explains the ground rules for remote participation and virtual shareholder meetings under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (CBCA) and the Ontario Business Corporations Act, R.S.O. 1990, c. B.16 (OBCA).